As their sophomore year at Sky High began Layla and Magenta walked across
school grounds towards the main building.

"Where are the guys at?" Magenta asked as she and Layla said hi to various
classmates.

"Zach's mom said he was sick when I called this morning and Will I think is
still with his parents fighting Zarch's robot army in Hawaii."

"Didn't Zarch's army attack like two weeks ago?"

"Yeah."

"And they're still not finished fighting the robots?"

"No. Apparently the robots are self-aware and have been repairing
themselves. It's not just the Stronghold's in Hawaii either. From what Will
said there are multiple superheroes and various groups there. The last time
I talked to him was three days ago and he said that if the situation in
Hawaii wasn't taken care of by the end of this week he'd come back to school
next Monday."

"Speaking of Will," Magenta said stopping in front of the school and pulling
Layla around the corner. "Does he know about us yet?"

"Not yet."

"Layla you've got to say something to him. If it only happened one time then
maybe I could see not saying anything to him, but we got together four times
this summer while he was out of town."

"Don't say anything to him Magenta or anyone else."

"But it's not fair to Will."

"The only thing I'm hiding from him is that I might be gay."

"Layla..."

"Okay, I am gay; bi-sexual anyway, but that's not the point. Everything
changed after what happened at the dance last year. Will and I are still
really close friends and talk to each other about everything when we do
talk, but he's really taken to becoming a super hero and following in his
dad's footsteps. You know that's not me and the only reason I'm coming to
school here is because my parents insisted on it. Will and I are still
close, but we became two completely different people after what happened at
the dance. I barely saw him over the summer. I do have some feelings for
him, but not like I used to. I think he feels the same about me."

"You think he does?"

"I'm pretty sure he does. Anyway don't worry about it. I'll talk to him when
I get a chance. Just don't say anything about us to anybody though, because
my parents will completely freak out. It took them a long time to get used
to me having my powers."

"I don't think my parents would understand either. They think I've been
going through a rebellious phase for the last five years."

"We better get going. We've got five minutes until school starts," Layla
said glancing at her watch.

"Damn, you're right," Magenta said noticing the time on her own watch.

Layla and Magenta hurried back around the corner and started up the steps to
the school. As they did a commotion started to rise from the students
outside and several in front of the two girls began to point towards the
parking lot.

"What's going on?" Layla asked as she turned around.

"It's them," Magenta replied as a flying saucer hovered in place while
several people exited through the transport below it.

"Who?"

"Team Zenith."

* * *

"What are we doing here?" Tucker complained as he, Dylan, Summer, and Cindy
materialized on the ground beneath the flying saucer they traveled to Sky
High in. "I'm not old enough to be in high school."

"Don't worry about it," Dylan said. "It won't be that bad."

"That's easy for you to say," Summer replied. "You're only going to be here
for a year." She glanced around the courtyard at the other students many of
whom were looking at them even after their ship left. "This looks like a
really bad Disney movie."

"I want to go back to my old school," Cindy chimed in.

"Look guys it won't be that bad I promise. Jack thinks having us around
other kids with powers will make our adolescent years a bit easier or
something. It's not like we had friends at our old schools anyway."

"Do you really believe that?" Summer asked smirking at Dylan.

"It's a bit afterschool special, but I think the good intentions are there.
Besides Area 52 was closed and most everyone that worked on Team Zenith is
coming to work here."

"I know... But I still don't like this," Summer pouted.

"Me neither. I don't want to go to class with a bunch of high school kids,"
Tucker complained.

"Me neither," Cindy whined.

"Tucker, you and Cindy are only going to go to the hero classes. All the
regular subjects you're going to have private tutors for. And think about
this. The reason why were all here is that we've actually been in a fight
with a bad guy," Dylan said.

"Wasn't there an incident here last year at a dance where everyone got
turned into babies?" Tucker asked.

"You know it!" Tucker added smiling as well. "Cindy could probably kick any
one of there butt's in a fight!"

"Yeah!" Cindy chimed in now also smiling.

"Alright guys calm down. This is just high school. There are things much
worse than this," Dylan said as the four of them started walking towards the
school.

"Why didn't Connor come with us?" Cindy asked as a stray soccer ball rolled
towards her. She picked it up and threw it at a student asking for it
knocking him hard on his ass.

"That I don't even know. Jack said something about the situation with
Connor being personal family related I think," Dylan replied. "Nice throw
Cindy."

* * *

As Layla and Magenta walked into their second year Hero Support class they
were pleasantly surprised to see a recognizable face.

"Mr. Boy you're teaching us again?" Magenta asked.

"After what happened last year at the dance the school board asked me to
continue teaching your class. They think you might be the best Hero Support
class ever at Sky High."

"Cool," Magenta replied.

"But why are you here Layla?"

"What do you mean?"

"You're supposed to be in Hero class."

"No I'm not. I'm a sidekick."

"Oh boy. You didn't get anything in the mail from school?"

"No, why? Are they moving me to Hero class? I belong here. I'm a sidekick."

"You should probably go speak with Mrs. Powers. After what you did last year
at the dance the school decided that you belong in Hero class despite the
fact that you refuse to use your powers except in the most dire of
situations."

"But I'm a sidekick..."

"Don't worry about it Layla. I'll talk to you at lunch. I'm sure Principal
Powers will get everything straightened out," Magenta assured her friend.

As Layla left the room Magenta knew that wasn't the case. She would still
have Zach and Ethan in class, but her best friend was gone. It was going to
be a long year.

* * *

"Try to get to your bus stop on time," the Sky High schoolbus driver said as
he opened the door to let Claire Bennet out.

"Sorry about that. We're still in the middle of unpacking our things and our
power went out last night."

"I've been told about your recent problems and that your family's new the
area so I'm going to let it slide this once, but I'm no Ron Wilson."

"Oh, okay," the blonde said as she stepped from the bus. As she turned
around to ask who Ron Wilson was the bus took off.

Eden had managed to get Sylar to kill himself and the Haitian man who worked
for her father was still around. So Claire couldn't understand why her
father suddenly insisted on her going to school at Sky High after trying to
keep her powers hidden for so long and when she wasn't in danger anymore.

At least that's what she said when she argued with her father about moving
to California so she could go to school at Sky High. In truth after
surviving her encounter with Sylar Claire felt more than able to take care
of herself and thought her father to be even more over-protective than he
had been before. The real reason she was so against moving was Stacy. Stacy
was also a member of the Union Wells cheerleading squad and had become a
close friend of Claire. Publicly they kept a peaceful demeanor towards each
other since Stacy played the role of bitch and Claire didn't want to, but in
private whenever their urges, sexual or otherwise, began to grow they found
time to satisfy them.

Claire took a look around the empty courtyard and at the school then sighed
before heading towards the building.

* * *

"Sorry I'm-" Layla began as she walked into hero class.

"It's the first day of school and you're already late. You have ten minutes
to finish this quiz," Coach Boomer said holding out a piece of paper without
looking up from the book he was reading.

"You teach this class?" Layla asked somewhat chagrined.

"I am this year until they can find a permanent replacement." Coach Boomer's
hand lowered when he saw Layla. "What are you doing here? Don't you belong
in sidekick class?"

"It's hero support and I helped save your butt last year."

"That was very generous of you, but you almost got yourself killed by
waiting until the last second to use your powers."

"I don't want to be here anymore than you want me to be, but Mr. Boy said
the school wants me in here regardless of when I use my powers."

"I'll check on this after class, but for now just finish this quiz."

"We have a quiz on the first day of school?" Layla said taking the paper
from Coach Boomer.

"Yes, now do it. What's going on at this school?" Coach Boomer muttered
returning to his book. "First they let kids in and now everyone's favorite
hippie child."

Layla found a seat in the back of the class next some students she had never
seen before. As she sat down Layla did a double take at the desk next to
hears. A blond girl younger than herself sat in it and behind her was a red
head she had never seen before. Layla assumed they were part of Team Zenith
and began the quiz.

* * *

"Sorry I'm late," Claire side as she entered Hero Support class. "The power
went out last night at my house and everyone overslept."

"That's okay," the teacher said, "We don't do much the first day of school
anyway. You must be Claire Bennet."

"Yeah."

"You can call me Mr. Boy and soon enough you'll know who everyone is. I know
it's a bit elementary schoolish, but why you tell everyone a bit about
yourself and what your power is."

As Claire began telling a condensed and edited story of herself Magenta
suddenly found herself in near love.

"God she is hot," Magenta thought staring at Claire not even hearing what
she said. The breasts underneath Claire's shirt and the curves of her body
was making Magenta pray the new girl was at least bisexual.

"Thank you Claire. Spontaneous Regeneration is a fascinating power, though
it doesn't seem too helpful without a secondary power in a fight. Welcome to
Hero Support class. There's an empty desk next to Magenta. If you have any
questions or need help with anything you can ask her. She's more than
willing to help out right?"

"Of course!" Magenta nearly shouted with an obvious eagerness in her voice.

"Huh... Well good then," Mr. Boy said in response to Magenta's lack of
reluctance.

"Hi," Claire said sitting down in the desk across from the purple haired
girl.

* * *

Layla grabbed a tray and waited as the lunch line in front of her slowly
shuffled along. As she set her tray down on the railing and began moving she
was met by a couple of her new classmates.

"So does Coach Boomer always give you a hard time?" Summer asked sliding
next to Layla followed by Cindy.

"Just when we're in the same room, but all my teachers find me a little
odd."

"I know how you feel. I was the odd one at my old school. I know we didn't
get a chance to talk in class, so I'm Summer. This is Cindy."

"Hi."

"I'm Layla. I notice your friends seemed to have disappeared. If you want
you can eat with Magenta and me.

"Cool, thanks."

"Move it kid," an impatient student said nudging Cindy.

"Leave me alone," Cindy replied.

"Hurry up then," the student said nudging her harder.

"I said leave me alone!" Cindy said definitively before stomping on his
foot. The student hollered and hopped on one foot before falling onto the
floor.

"Wow," Layla said as she paid for her food.

"It's priceless seeing people's reactions when she does things like that.
That guy's foot is probably broken."

"It's only fractured. I didn't step on it that hard," Cindy replied.

The trio left the lunch line and quickly found the table Layla usually sat
at with Magenta and Will. Magenta was already sitting there with a girl
Layla had never seen before.

"Hey, how's it going so far?" Layla asked sitting down at the table. Summer
sat down next to her and Cindy next to Summer.

"About as well as it did last year. This is Claire. She came into class
right after you left," Magenta replied.

"Hi," Claire smiled.

"I'm Layla. How do you like it so far?"

"It's okay I guess. I miss my old friends and everything, but after what I
went through last year everything here seems all right. Magenta's been
really helpful whenever I needed something today."

Layla almost laughed when she looked at Magenta and saw that certain look in
her eyes. "Well I've also made some new friends too. This is Summer and
Cindy. They're in my Hero class."

"Lucky you. What powers made you two a hero?"

Summer handed Cindy her fork and as Cindy started to tie it into a bow the
peas on Summer's plate stood one on top of each other before forming into a
circle in mid-air then flying one by one into the side of a nearby trashcan.

"Impressive," Magenta conceded, "but Claire's power is just as cool as
that."

"And what's that?" Layla asked.

Layla, Summer, and Cindy began gagging when Claire took the bent fork and
stabbed her left hand with it. Claire let the wound bleed for a few seconds
before taking out the fork and amazed everyone when it healed near
instantaneously.

"See I told you everything would be fine," Dylan said walking up to the
table. "Hey guys, Jack needs to see everyone for a bit."

"This is Dylan," Summer introduced him. "I'll talk to you later Layla."

"Okay, see you later. Nice meeting you Dylan."

"You too."

"What do you know about cheerleading?" Claire asked as Team Zenith walked
away.

"Nothing really. Why?"

"I was a cheerleader at my old school and come to find out you no longer
have a squad here because everyone, well the girl who could multiply
herself, is in jail."

"You mean Penny?"

"Yeah, anyway Principal Powers said we could start a new one and she'd find
a coach, but we'd have to find enough girls to fill the squad."

"Who's we?"

"Magenta and me."

"Magenta's going to be a cheerleader? She hates them."

"No I don't!"

"You badmouthed Penny and the concept of cheerleading all year long."

"That was because Penny was on the squad and now she's in jail so I had a
right to."

"At the very minimum we need six and we we're kind of hoping you'd join and
make the number three."

"Not a chance. I'm not cheerleading material."

"The way Claire explained it for our purposes here you just need some
athletic ability and you'll be fine. Please?" Magenta asked.

Layla momentarily squirmed with she felt a sock-covered foot start to rub
between her thighs. She looked at Magenta who had a pleading look in her
eyes and smirked.

"Alright fine, I'm in."

"Great! We're going to have so much fun!" Magenta gleed.

"Thanks a lot Layla. As soon as things start to come together we'll have a
meeting and go over everything. I've got to run by the office before next
period begins so I'll see you two later. And before I forget would you mind
coming over my house later today Magenta? Since you're the one who thought
of this whole thing and know the school better than I do, maybe you could
help me with some things."

"Sure. That'd be cool."

"Ok, just be sure to remind me to give you directions later today." Layla
smiled, almost laughing, as Claire walked away.

"What?" Magenta asked.

"You're going to be a cheerleader?"

"Yeah, so?"

"Oh nothing. It's just people will do crazy things for love."

"What are you talking about?"

"You and Claire. It's so obvious you've got the hots for her."

"I do not!"

"Then why did you tell me to shut up?"

"Because I didn't want her to think there was an ulterior motive for me
being a cheerleader."

"It's okay Magenta. If you want to try and hook up with her then go ahead.
It's not like we're in a serious relationship, but don't be disappointed if
she's not into girls."

"You're just jealous cause you're stuck with big red and small wonder."

"Leave them alone, they're nice."

"Big Red huh? I won't take too much offense to that," Summer said appearing
behind Magenta with Cindy.

"Ouch. Sorry."

"Uh huh, sure. Anyway, Layla can you do me a big favor and I'll completely
understand if you can't."

"Maybe, what is it?"

"There's something Dylan and I have to take care of here at the school after
school's over and it might take awhile. Tucker's got some new friend whose
house he's going to and I was wondering if you could watch Cindy for maybe
two hours at the most."

"I don't need a babysitter!" Cindy protested.

"I know you don't, but Jack would feel better if you had one.

"Fine..."

"Well I don't know. It's just that usually my parents work really late
nights on Monday and Tuesday so it'd just be me and Cindy at the house."

"I knew you probably couldn't do it. Thanks anyway."

"If you don't mind no adults being around then I wouldn't mind."

"It's not that Cindy can't take care of herself, it's just a matter of being
able to say she's with a babysitter."

"Oh... Okay then."

"Thanks a lot Layla. I owe you one."

"Wow, and you talk about me being in love," Magenta grinned as Summer and
Cindy disappeared.

"What are you talking about?"

"It's the first day of school and you're already babysitting the rugrat for
her?"

"The difference between me and you is that I'm a nice person. You're just a
horny teenage girl only out to fulfill her needs."

"That's not what you said over the summer."

"I was just bored and let you talk me into having sex with you."

"Right, since you initiated everything..."

* * *

Among the things that Claire and Magenta worked on at the Bennet house was
rounding out a list of possible cheerleaders, coming up with some basic
cheers to be expanded upon later, and Claire telling her story of the
previous year to an eager Magenta.

"So that's kind of why I'm here now."

"Damn... All that happened here last year was everyone got turned into a
baby at the dance."

"Yeah I heard about that. Believe me I would have rather been in a diaper
for several hours than be chased by a psychopath trying to kill you."

"I'm certainly not any good at art, and if you're not maybe you know someone
who is, but I think we could probably design the new cheerleader uniform if
we wanted. Penny only had the one and I'm not sure what happened to it after
she was arrested."

"That would be cool if we could design it."

"What does your old one look like? We could just alter that design or take
some ideas from it."

"Actually it's pretty plain and boring looking, but maybe you'll like it or
think of something. I'll be right back. I think it's in the big closet
downstairs."

While Claire was gone Magenta looked around the room to get an idea of what
kind of person Claire was; what she was into. A few minutes later Claire
returned wearing her Union Wells cheerleader uniform. Magenta was stunned at
how gorgeous Claire looked and the feelings she had when she first saw
Claire were now tenfold.

"What do you think?" Claire asked spinning around for Magenta to see.

"You're right, it is rather boring."

"Told you," Claire before starting to leave to change back into her regular
clothes.

"Please don't take this the wrong way and I'm not gay or anything, but you
are absolutely hot in that thing."

"That's too bad," Claire began saying out loud not even thinking about it
before it was too late. "I'll be right back."

"Hold on for a sec. What did you mean by that?"

"What did I mean by what?"

"I said I wasn't gay, but that you looked hot in that uniform. Then you said
that's too bad. What did you mean by that?"

"I didn't mean anything by it. Sometimes I just say strange things."

"Can I ask you something?"

"What..." Claire muttered knowing what was coming next.

"What would you say if I do this?" Magenta asked before pulling off her
shirt and revealing a purple bra holding her budding breasts in place.

Indeed Claire was stalling and for good reason. The current conversation
wasn't exactly going like she thought it was going to, but she didn't mind
it too much. Magenta was just about as complete the opposite of Stacy as
someone could get, but Claire didn't mind and thought the girl was hot as
well as Magenta liked to put it.

With an eager smile forming on her face Magenta moved to Claire's side and
before the purple haired girl could say or do anything Claire pressed her
lips to hers. Magenta was momentarily startled by Claire's sudden actions,
but quickly took to liking the kiss. She then took the initiative and began
pushing her tongue into her new friend's mouth. Excited by the possibility
of having already found a replacement for Stacy Claire began wrestling her
tongue with Magenta's and swapped spit. Almost a minute after the kiss began
their heads pulled apart.

"Is that what you meant by 'That's too bad'?"

"Shut up," Claire smiled kissing Magenta on the lips again. She then pushed
Magenta onto her bed before removing her top. Magenta stared at Claire's
large breasts as they sat inside a white bra. She then began to feel her
pussy start to tingle as the cheerleader bent over to take off her skirt and
in the process flashed her massive cleavage. "Something wrong?" Claire asked
coyly.

"Nothing at all," Magenta smiled.

"Good. Let's get the rest of that clothing off."

Claire removed her bra and panties as Magenta did the same. She then pushed
the purple-haired girl onto her bed and climbed onto it straddling her.
Claire leaned forward taking Magenta's budding teen breasts into her hands
and began kneading them. As she began twisting the nipples between her
fingers Claire dipped her head down and ran her tongue over the pointy
protuberance on the right breast. Magenta moaned as Claire continued to
pinch her nipples and lick the tips of them.

As the cheerleader began to lower her head between her legs Magenta rolled
Claire onto her back. She eagerly took hold of the cheerleader's large tits
and began squeezing them in her hands. Magenta was becoming very excited
with just fondling Claire's breasts. Claire giggled at Magenta's eagerness,
which reminded her a bit of her first time with Stacy, and when Magenta
excitedly began sucking on her left nipple then switch to her right while
still groping her breasts Claire knew she had found her replacement.

Like a newborn with it's mother Magenta eagerly jumped back and forth from
one nipple to the other eagerly wrapping her lips completely around them and
flicking her tongue across the tips. When Magenta finally raised her head
Claire's nipples were completely drenched in saliva and it was slowly
dribbling down her breasts.

"Are you always this eager?" Claire grinned wiping the saliva up with her
fingers then licking them clean.

"Just with you," Magenta smiled.

"Just with me hmm... Are you and Layla a couple?"

"Me and Layla?"

"I saw the way she was talking to you at lunch today... And I did see you
mouth shut up to her. It wasn't too hard to figure out."

"Don't worry about it. If my dad found out what I'm up to he'd freak. But
enough talk, get your legs over here."

Claire and Magenta proceeded to get into a sixty-nine position. Magenta took
a minute to inhale the aroma of Claire's pussy and even that seemed
incredible to her. She eagerly took to sliding her tongue up and down the
cheerleader's slit wetting the lips. The taste of Claire in her mouth was
almost euphoric for Magenta. The blonde's pussy juice tasted sweet on
Magenta's tongue and she couldn't dip her tongue inside Claire fast enough
to eat up her cream.

As Magenta continued to lick at her pussy Claire found her body becoming
very excited. Her hands were on Magenta's buttocks and she had her pussy
pulled down to her face. Claire was thrusting her tongue in and out of
Magenta's cunt and unbeknownst to Claire she was getting massive pleasure
from it, but she was too wrapped up in the excitement coursing through her
body to notice. Not even a finger had penetrated her pussy and already
Claire was feeling an orgasm draw near.

"Just a second..." Claire panted.

"Something wrong?" Magenta asked getting off of her.

"No, I'm fine. I just want you to do something for me," the cheerleader
replied getting up from the bed and unplugging the phone line from her
phone. She then wrapped it around her neck several times and handed the ends
to Magenta. "When I tell you to I want you to start pulling on both ends of
the cord."

"You want me to choke with the phone line?"

"Yes, and don't stop until I pass out okay? I'll owe you big time."

"All right."

"Good, but first I want you to eat my pussy again and start fingering it."

"Not a problem," Magenta smiled getting between Claire's legs.

She eagerly began licking the outside of the cheerleader's glistening cunt.
Magenta smacked her lips as she took in Claire's cum eagerly swallowing each
drop she could get into her mouth. She thought she hit the mother load when
her tongue once again squirmed inside the cheerleader's pussy. The built up
wetness inside drenched her tongue and it took several tongue-lashings to
empty out Claire's pussy and swallow her cum.

Claire squirmed and moaned on the bed as Magenta ate out her pussy. Magenta
wasn't particularly great at it yet, but something about the girl just
excited her. Claire cried out when her new friend finely slid a finger
inside her. As Magenta slid it back and forth inside her, Claire's pussy
began pumping the cum out quickly lathering the lone finger. Magenta easily
inserted a second finger inside and began working them back and forth.
Claire's body was filled with an intensity she hadn't felt since her first
time with Stacy. Feeling the two fingers glide back and forth inside
spreading her folds apart was driving Claire closer and closer to orgasm.

"Now..." Claire moaned.

Magenta did as Claire asked and began pulling on both ends of the telephone
cord wrapped around her friend's neck. As the cord around her neck tightened
Claire quickly slipped two fingers into her pussy and began to furiously dig
them inside. The light-headedness caused by the lack of oxygen combined with
the mounting pressure within her body was driving Claire mad. She continued
to thrust her fingers deep into her pussy as her oxygen intake continued to
rapidly dwindle.

As Claire edged closer and closer to unconsciousness so did she move closer
to orgasm. She continued to thrust her fingers hard and deep into her pussy
as best she could as her body became weaker. Then suddenly her mouth opened
up as if to gasp, but nothing came out. Her eyes closed and her mouth shut
and she lay motionless for several minutes.

Though she knew the story of Claire having died once before and coming back
to life Magenta was still concerned in the back of her mind while Claire
laid still. Several minutes later the cheerleader began coughing and her
eyes opened. She sat up in bed and pulled her fingers from her pussy. As she
did so the cum that had been trapped inside flooded out onto her bed. Claire
then slipped her fingers into her mouth sucked the cum from them and
swallowed.

"How was it?" Magenta asked amazed at what Claire just did.

"Holy shit, that was awesome!" Claire almost laughed. "It's been so long
since I've done that!"

"Mmm... You are amazing," Magenta said before going down on her friend to
lick her cunt clean, "but now it's my turn. You owe me one and now I want
it."

"You were quick to collect on that favor. What is it you want?" Claire asked
removing the cord from her neck.

"I want you to finger me," Magenta said in a high pitched voiced as she
morphed into a guinea pig.

"You're kidding right?"

"No. You said you'd owe me one if I choked you with the telephone line until
you passed out and I did. Now it's your turn to return the favor. I've never
done this before, and I just want to see what it's like."

"Don't take me the wrong way. It's not that I won't do it, it's just that
this is weird even for me. Aren't you a little small to try this?"

"Not if you use your pinky. I'm a shapeshifter guinea pig, not a regular one
so I'm bigger in all areas than the average one."

"Okay Magenta you sweet thing," Claire teased her friend petting her back
several times before turning her over.

"Shut up Claire."

"Aaaaaw! You're so nice and fluffy. I think I want to keep you," Claire said
continuing her teasing as she rubbed Magenta's belly.

"I said shut up. That's not funny."

"Oh all right," Claire smiled before sticking her pinky finger into her
mouth lubing it up with her saliva. "So where's the opening on one of these
things?"

"Here we go cutie pie," Claire said finding Magenta's furry pussy. She
flattened the fur surrounding the opening as best she could to get it out of
the way. She then licked her pinky one more time to add one more coat of
spit. "How's this?" Claire asked as she poked the tip of her finger into
Magenta's pussy.

"Shit that's big!" the purple-haired guinea pig moaned.

Claire pushed it in a little bit further until she couldn't anymore and
Magenta was groaning at the size of her finger. She then slowly pulled it
out for a moment. "You want to keep doing this or stop?"

"I'm fine. It'll take just a bit getting used to."

Magenta let out a high pitched moan once again as Claire slipped the tip of
her pinky back inside. Magenta wasn't sure what she was expecting, but this
wasn't it. Even though she knew it was just a pinky finger it felt huge
inside her in her guinea pig form. She literally bit her lip trying to suck
up the initial pain and awkwardness as Claire slowly began to work her pinky
back and forth inside her. Magenta wasn't sure how she was supposed to felt
as a guinea pig, but the excitement that slowly started to build inside her
tiny body felt like it always did. Claire's pinky was still a very tight
fit, but after several minutes Magenta's pussy seemed to had accommodated it
to some degree as for the most part the pain from the size was gone.

"How are you doing my cute little pet?" Claire grinned as she continued to
work her small finger back and forth into the tiny opening.

"Shut up..." Magenta replied in a high pitched tone. Her small body was
starting to burn up inside. Magenta could feel herself quivering as Claire
continued to push her finger in and out. She could feel orgasm wasn't far
off.

"Everyone's favorite horny mammal is fixing to come," Claire teased as
Magenta started to moan.

"Shut up and keep pushing it in," Magenta panted as her excitement level
continued to climb.

"How's this baby?" Claire asked as she continued to drill her pinky finger
into the tiny opening.

"Oh it's good..." Magenta moaned as she began biting her lip again, but for
a different reason than before.

Soon Magenta was unable to hold back and her tiny furry body pulsed as a
powerful orgasm course through. A high pitched moan leapt from her mouth as
she started coming covering Claire's finger with drops of her shapeshifter
guinea pig cum. When she finally composed herself Magenta morphed back into
her human form.

"Speaking of that... What's your relationship with Layla? Are you two like a
couple or something even if it is a secret from everyone else?"

"Don't worry about Layla. She's got this relationship with a guy she's got
to deal with. We hooked up a few times to fool around over the summer, but
beyond that it's nothing serious. Do you not want me to come over anymore?"

"It's not that, I just didn't want to be screwing around with you if you
were involved with someone."

"What about us then? Are you wanting a relationship now?"

"I couldn't have asked for a better first day of school Magenta and I'm
really happy I met you, but if you want something serious I think we should
stop this now. I want you as a friend and we can hook up at each other's
house whenever we need to, but nothing exclusive. We can have dates with
other people, have sex with them too if we wanted, but that's it. That's the
way I've always had my relationships."

"Not a problem," Magenta smiled as she and Claire kissed once again.

"I think my brother should be home in fifteen or so minutes. We better hit
the shower," Claire said standing up.

"Right behind you."

* * *

"This assignment is dumb," Cindy complained as she and Layla did homework in
Layla's room. "Why do I have to do this?"

"Because it's your homework and it's only a personality quiz."

"But why didn't you have to do one?"

"Coach Boomer doesn't want you or Tucker or me for that matter in his class,
but there's not much he can do about me. If he can show you and Tucker are
too young and don't belong in his class then he'll do what he can to get you
two kicked out."

"Well I hate him."

"I'm not his biggest fan either, but what can you do? Hey, I'm going to the
kitchen to get something to drink. Want something?"

"Nah, that's okay I'm fine."

"All right. Be right back."

Layla rummaged through the refrigerator until she found the last bottled
water and took it out. As she started to head back upstairs to her room the
phone rang.

"Hello?" She answered.

"Hey Layla, how are things going?" Summer asked on the other end.

"Okay I guess. We're just finishing some homework. Listen, I'm not
complaining or anything, but why didn't Cindy stay with the rest of you
after school?"

"Sorry I didn't explain earlier. I just didn't want to say anything in front
of her. Next Wednesday is her birthday and we're trying to get a surprise
party with her friends from her old school put together."

"Oh okay. Sorry for asking."

"No problem. We're almost done here anyway. It'll be an hour at the latest
before I leave here. There are a few other things I need to work on besides
Cindy's birthday."

"That's fine. Just give me a call if you're going to be late."

"Sure thing. Thanks again Layla."

"You're welcome. See you in a bit."

Layla hung up the phone and returned to her room. As she went in she dropped
her water on the floor in sudden embarrassment. Cindy had found her diary
and was reading it. Among the things written in were Layla's thoughts and
feelings and experiences with Magenta.

"What are you doing Cindy??" Layla shouted lunging at her and snatching the
diary away from her.

"What's wrong?"

"You shouldn't be reading my diary!"

"What are you screaming for? Don't be a jerk!"

"Look Cindy, I don't mean to be mean or sound angry, but these are my
private thoughts and there are some things in here that you're too young to
read."

"You mean like sticking your tongue in your friend's pussy?"

"Yeah, something like that..." Layla replied surprised by the language
coming out of Cindy's mouth.

"Why do you talk down to me like everyone else? I know more than you think I
do."

"I'm starting to see that."

"I'll make you a promise if you'll show me something."

"What kind of promise is that?" Layla asked amused.

"I won't tell anyone, not even Summer, about you and Magenta if you show me
the vines like you wrote about in your diary."

"I can control plants and make them do whatever I want. I already told you
that earlier today."

"I mean show me how you used the vines on Magenta."

"No way!"

"Why not?"

"Because I only do those things for Magenta."

"Please show me. Summer showed me how to be a big girl once and I really
liked it, but we haven't done it since."

"You and Summer fooled around before?"

"Yes. She showed me how to be a big girl."

"I know I know. I heard you."

"So can me and you be big girls?"

"I'm sorry Cindy. It just wouldn't be right," Layla apologized trying to
sound as convincing as possible to get her to drop the whole thing.

"That's okay. You don't have to worry. I won't tell anyone about your
diary."

"Thank you so---" Layla began before being interrupted by Cindy who suddenly
hugged her around the waist and threw her onto the bed. Cindy threw Layla so
hard that she bounced several inches off the bed.
When Layla finally came to a stop after bouncing several more times Cindy
quickly jumped on the bed and pinned Layla's arms down with her knees.
"Cindy stop it! What are you doing?"

Cindy then took a firm hold of Layla's head to keep it still and pressed her
lips to the other girl's mouth. Layla desperately fought to get away from
Cindy, but her strength was too much. The kiss continued for almost a minute
before Cindy sat up.

"Cindy what are you doing?" Layla asked breathless from her fruitless
struggle to free herself.

"Will you please show me the vines?"

"No," Layla replied still a bit out of breath.

"Okay..." Cindy simply replied sliding down Layla's body. As she did that
the teen attempted to sit up, but she was forcefully pushed back down. Cindy
then ripped open the front of Layla's top followed by the bra. Cindy's eyes
were in full gaze on the teen breasts in front of her.

"Stop it..." Layla whimpered as she felt Cindy's tiny hands grab hold of her
tits and began to squeeze them. "No..." She gasped when the small girl's
tongue flicked across her left nipple. It was the simplest of touches and
her breasts weren't overly sensitive, yet Layla found herself start to get
excited perhaps by Cindy's over-powering strength and dominance of her.
"Okay, you win..."

"Oh thank you thank you thank you, Layla!" Cindy said cheerfully. As Cindy
climbed off of her Layla reached underneath her skirt and between her legs.
She blushed when she felt the faintest bit of wetness on the outside. "Are
you okay? You're face is red."

"I'm fine Cindy. Umm... The first thing I need you to do is take off your
clothes and sit on the bed," Layla said standing up. Cindy then began to
quickly undress and throw her clothes to the floor. "Before we do this if
you ever get uncomfortable or want to stop then say so and I will," Layla
added as the girl's panties landed on the floor leaving her completely nude.

"Don't worry about me. I didn't have any problems with Summer and I won't
with you," Cindy smiled as she climbed onto the bed.

"That's reassuring," Layla muttered as Cindy sat and smiled at her. "There's
no getting out of this now," she thought as she looked the small girl up and
down. Cindy's strength was overpowering and she knew the contents of her
diary. "Let's get this over," Layla said to herself. "Now lay back on the
bed," she said sitting down next to Cindy.

"Aren't you going to take your clothes off?" Cindy asked as she laid back.

"I don't need to to show you the vines."

"But you said we were going to be big girls together. After you show me the
vines I'll show you what I did to Summer that made her scream real loud." At
that moment Cindy had a content anxious look in her face, but Layla knew
that could change quickly and gave in. "You're very pretty Layla," Cindy
complimented her as she undressed. "You have nice breasts too. They're not
as big as Summer's, but they're bigger than mine. Well I don't have breasts
yet, but Summer said one day I will."

"It's all part of growing up Cindy," Layla replied a bit uncomfortable at
the conversation. "One day you'll have breasts and they could be bigger or
smaller than Summer's." She dropped the last bit of clothing to the floor
and sat on the bed. "Are you ready?"

"Oh yes Layla!"

Slowly Layla positioned herself near the end of the bed where Cindy's feet
were. She took the girl's small slender legs and spread them apart catching
herself momentarily admiring how smooth they were. Layla then began to lower
her head towards Cindy's tiny hole.

The small blonde girl let out a soft moan as Layla's tongue touched the
bottom of her slit and worked it's way up along the edges of the lips. Layla
couldn't help but feel a small amount of guilt and uneasiness as she licked
Cindy's pussy, but the fact that the girl moaned each time her tongue
touched her skin also made Layla smile slightly. Layla then brought her
head up enough to see the relaxed look on Cindy's face. She then watched the
young girl's body tremble as she slipped a finger inside her pussy.

"Perhaps this will end sooner than later," Layla thought as she started to
work her finger in and out of Cindy. The small girl was biting her lip and
letting out whimpering moans as she was being penetrated.

Then Layla felt something that surprised her. She pulled her finger out to
see that it was covered in what looked to be Cindy's cum. Cindy was too
young for that she thought, but then again she was able to lift things no
adult should be able to lift. Layla then removed her finger from Cindy's
pussy and replaced it with her tongue. She pushed her tongue as far inside
as she could to lick up Cindy's cum and swallow it. As Layla swallowed more
and more of the small girl's cream Cindy's body quickly replaced it. Layla
didn't know why, but she was instantly hooked on Cindy's cum and could have
kept eating it until she passed out. Layla would have too if she hadn't felt
the cold breeze of air from her window blow across her butt.

"Now I need you to turn over for me Cindy," Layla smiled at her with sticky
lips.

"Okay Layla."

Cindy did as she was asked and Layla looked with delight at her small smooth
ass. Layla ran a hand over each side giving each cheek a slight squeeze to
which Cindy showed her pleasure with moans. She didn't know why but working
over Cindy the way she had Magenta during the summer excited Layla. Just
looking at Cindy's bare white ass and thinking of her anus got Layla wet.
Without saying a word Layla spread Cindy's ass apart and buried her tongue
in the girl's asshole.

"Oh Layla!" Cindy moaned feeling the wet appendage work itself up and down
her butt.

"Mmm... Do you like this Cindy?" Layla grinned before dipping her tongue
deep inside.

"Yes!" Cindy nearly screamed feeling her body get excited like it did the
one night with Summer many months ago.

Cindy leaned forward with one arm on the bed while sitting on her knees. Her
other hand quickly found it's way to her pussy and she slipped a finger
inside. Layla pulled her head back and watched for a moment as Cindy began
working her finger in and out of her pussy.

"Did Summer teach you how to do that?" Layla asked as Cindy slipped a second
finger into her pussy and began to really thrust them in and out.

"Yes... She taught me lots," Cindy moaned as she continued to finger her
tiny cunt. "Please lick my butt some more..."

"I would love to Cindy, but now it's time for me to show you the vines.
Don't worry, I will be in complete control the whole time."

"I'm not scared!" Cindy said.

It took a moment for Layla to concentrate her powers on Cindy, but soon six
plant vines slithered into Layla's room through her open window. Cindy
quickly got nervous as the first vine wrapped itself around her torso
several times binding her arms to her side and lifting her into the air. She
didn't want Layla thinking she couldn't handle it so she quickly calmed
herself. Two more vines then took hold of her ankles and pulled her legs
apart.

"You okay Cindy?" Layla asked not breaking her concentration.

"Yes," Cindy replied anxious about what was fixing to happen. This was
nothing like anything she had done with Summer. "Oooh!" Cindy moaned loudly
as vines penetrated her pussy and asshole simultaneously. "Mmph!" the blond
let out a muffled groan as the last vine slipped into her mouth and worked
it's way down her throat.

Layla watched with glee as the vines pumped in and out of Cindy's three
orifices. Cindy had the same overwhelmed yet excited look Magenta did the
first time Layla used the vines on her. The vines continued slithering in
and out of Cindy's mouth, pussy, and ass at the same constant speed to make
the girl's first time as enjoyable as possible. Soon Layla noticed that part
of the vine that was pushing into Cindy's pussy was wet and glistening. She
moved in for a closer look and started licking around the outer edge of
Cindy's cunt lapping up her cum.

"How does it taste?"

Layla lost her concentration and the vines quickly exited the room leaving
Cindy to fall on top of Layla.

"Summer! This isn't what it looks like!" Layla stuttered climbing out from
under Cindy.

"You weren't just using your powers to sexually arouse Cindy?" Summer
replied walking from the doorway to the bed.

"Well okay maybe it was what it looked it. I had no choice! Cindy read my
diary and was going to tell everyone at school about me and Magenta?"

"You and Magenta huh?" Summer asked sitting down on the bed.

"It's nothing serious. We just kind of fooled around a bit during the
summer. You're not going to tell anyone are you? It'd cause a lot of
problems for both of us."

"I think this would cause more problems for you."

"Are you going to tell anyone about me and Cindy are you? Please don't!"

"Probably not. I'd be a hypocrite if I did."

"You mean you and Cindy really did mess around?"

"Cindy what did I say about telling people about that night?"

"I know, but Layla's really nice and I like her."

"You got lucky she didn't run off to say something to someone."

"I know. I'm sorry."

"You know what I have to do. Come here."

"Yes Summer."

Cindy got off the bed and leaned over the redhead's knee. Smack! The sound
of flesh on flesh rang through out the room as Summer spanked Cindy's bare
bottom. Smack! Smack! Summer spanked Cindy three times before letting her
up.

"I'm sorry Summer. I won't tell anyone else again. I promise."

"That's a good girl. Now I need you to come here Layla."

"What? Why?"

"Because you need a spanking too."

"I'm not getting spanked."

"Yes you are. Don't make me have to use Cindy to get you to bend over."

Layla momentarily considered Summer's words then gave in. "Alright... Just
hurry up," Layla said before bending over Summer's knee.

Smack! Layla blushed a beet red as Summer's hand came down on her ass. She
hadn't been spanked in years and here she was nude across a classmate's knee
getting spanked. Smack! Smack! The spankings weren't particularly rough, but
just embarrassing for Layla. Smack! Smack! Smack!

"Really it's nothing. It's just that I haven't been spanked in several
years and it was kind of embarrassing."

"Oh really? And molesting Cindy who's like a sister to me is not
embarrassing?"

"Molesting? But you and her have had sex before!" Layla stuttered getting
defensive.

"This isn't about me and Cindy. It's about you and her."

"What are you talking about?"

"Undress me Layla," Summer ordered as she stood up.

"No," Layla replied as she started to pick up her own clothes. Suddenly she
was pushed over by an unseen forced and thrown against the wall.

"Ow! That hurt!"

"Do as I say and stop arguing with me." Reluctantly Layla picked herself up
and walked over to Summer. She removed the redhead's shirt followed by her
bra. Then after Summer stepped out of her shoes Layla removed her pants and
underwear. "Good, now lay on the bed."

"What are you going to do to me," Layla asked as she laid down.

"Don't worry about it. Cindy do you remember how you made me scream?"

"Yes I do Summer."

"Good. Now make her scream."

Summer watched in delight as Cindy climbed onto the bed and spread Layla's
legs apart before burying her face in the teen's crotch. If she was going to
have to spend a couple of years at Sky High Summer knew from the moment she
laid eyes on Layla that she wanted to spend them with her. Cindy's sexual
enthusiasm just helped speed things up dramatically.

Layla moaned as Cindy slid her tongue up down her slit. Feeling it push
between the lips and move in and out excited Layla. Layla didn't know how,
but Cindy seemed to know what she was doing. It wasn't even a full minute of
Cindy tonguing her pussy before Layla began getting wet.

Cindy then moved on to the next stage and inserted her entire hand into
Layla's pussy. The combination of Cindy's hand being small and Layla's cunt
being wet made for a really easy insertion. It was slow going at first
because it was tight fitting like one of Magenta's thick dildos, but slowly
Layla's opening began to stretch to accommodate Cindy's hand with greater
ease.

Watching Cindy fist Layla was starting to get to Summer and her hand found
it's way down to her pussy. She immediately slipped two fingers into her
cunt and began working them in and out while still watching Cindy and Layla.
Layla began moaning loudly as Cindy slipped more of her arm into Layla's
cunt. There was a third of it inside Layla and as her friend began to be
able to take more inside Cindy began to use her strength to forcefully
thrust her arm inside.

Summer was becoming even more turned on then she thought she would become
watching Layla and Cindy. When she pulled her fingers out they were
absolutely drenched in her juices and she noticed for the first time that
her pussy was sopping wet. Summer then climbed onto the bed and straddled
Layla's face.

"Lick my pussy clean," She ordered and without hesitation Layla obeyed.
Layla began lapping at the wetness dripping from the red-haired snatch and
swallowed Summer's cream without being told to. "You like that don't you,
you filthy slut?"

"Mmm hmm," Layla moaned with her tongue still buried deep in Summer's pussy.

Meanwhile Cindy had about two-thirds of her arm leading up to the elbow
engorged in Layla's cunt and thrusting into her like jackhammer. At the same
time she had two fingers from her other hand buried in her pussy working
themselves deep and hard inside.

Summer noticed this and decided to help Cindy. "Take your fingers out
Cindy," She said looking around the room taking a minute to find what she
was looking for.

A Sharpie marker lifted up off Layla's desk and began floating through the
room towards Cindy. Cindy smiled when she saw it and let out grunt when it
penetrated her tiny cunt. As the marker started working itself in and out of
her opening Cindy slid the last third of her forearm into Layla's pussy and
only her elbow could be seen. Layla cried out and moaned as Cindy began some
hard deep fisting. The unusual, but increasingly pleasurable experience
became a bit too much for Layla to handle and still eat out Summer's pussy.
As the pleasure increased within her body and she inched towards orgasm
Layla slid a hand down between her legs and began to finger her clit.

When Layla began pleasuring herself Summer climbed off the bed and moved
behind Cindy. While the marker continue to thrust in and out of the small
girl's pussy Summer leaned over Cindy, took hold of each side of her ass
spreading it apart, and began tonguing her anus.

"Ooooh!" Cindy moaned as her body started to burn with excitement.

"Come on baby don't get distracted. Make Layla come," Summer cooed.

Cindy did the best she could as she continued to pound her arm deep into
Layla's pussy, but the marker penetrating her own cunt and Summer's tongue
in her ass became too much for her. Cindy cried out as her body shook with
orgasm. Her tiny cunt gushed covering the marker with her cum and spilling
out onto Layla's bed. Even as she writhed in pleasure Cindy was able to
continue fisting Layla though her pace did slow a small amount.

When the young girl was finished coming Summer pulled the marker from
Cindy's opening and licked the cum from it before burying her tongue into
Cindy's wet snatch. A minute later with the smacking of her lips she brought
her head up to see Cindy still furiously thrusting her arm into Layla's
pussy while Layla quickly fingered her clit. Summer decided to give Layla a
hand.

Summer moved to Layla's side and began to fondle her breasts. Layla
shuddered as her body was hit with a massive shot of pleasure as Summer
began pull on her nipples. Layla began to moan loudly as she continued to
finger her clit, Cindy continued to slam her arm deep into her pussy, and
Summer twisted her nipples between her finger and thumb. Then Summer began
nibbling on Layla's left nipple and that became too much for the teen.

Layla's body spasmed and she moaned loudly as she came. Her body bucked
upwards several times as her pussy clamped down hard on Cindy's arm and came
all over it. When Layla finally calmed down Cindy removed her arm from her
pussy. It was covered in Layla's cum and glistened in the light.

"Clean that for her," Summer demanded.

"Yes Summer," Layla obediently replied not giving a second thought to how
quickly she obliged her.

Summer looked on smiling as Layla took several minutes to lick her cum clean
off Cindy's arm. "What do you think Cindy?" Summer asked when Layla finished
licking Cindy's arm clean.

"I like her. Let's keep her."

"What are you two talking about?" Layla asked confused.

"Today was a test if you will," Summer explained. "I wasn't necessarily
expecting what just occurred to happen today, but it would have eventually."

"You mean all of this was planned?" Layla asked incredulously.

"Sort of. When you first walked into class today and I laid eyes on you I
knew I wanted you for my own. I had no idea what I was walking into when I
got here. This was all Cindy's doing."

"But what were you going to do if I wasn't bisexual?"

"After the brief conversation I saw between you and Magenta at lunch today I
knew you were into girls. Trust me gaydar is real. It's a skill just like
running fast or controlling plants. Don't worry Cindy and I won't say
anything to anyone about tonight."

"Thank you I guess... So where does this put us?"

"I'm not looking for a serious relationship here, but whenever one of use
feels the need to work off some energy we've got each other to go to just
like Magenta and Claire will be doing shortly."

"How did you... Never mind."

"Where are your bathrooms at?"

"There's one down the hall and one at the bottom of the stairs."

"Cindy go to the bathroom downstairs and take a quick bath. We need to leave
here shortly to go back to the hotel. Layla I need you to follow me into the
bathroom for a moment."

"What's going on?" Layla asked as she followed Summer into the upstairs
bathroom.

"Lie down in the bath tub."

"Okay," Layla said unsure as to where this was going, but still getting into
the tub.

"I want you to let me piss on you."

Layla laid there quietly for a moment trying to comprehend Summer's bizarre
request, but suddenly found herself saying okay. Summer kept one foot on the
bathroom floor and set other one on the tub ledge near the wall. She then
opened up and started pissing on Layla. The yellow liquid splashed up and
down Layla's torso never getting close to her face except for the occasional
stray drop that bounced that way.

"Impressive. I'm starting to like you as much as Cindy does," Summer
complimented Layla when she finished urinating on the teen.

"Thank you," Layla replied not sure what to say as she stood up.

"Here, let me help you with that," Summer said turning on the shower and
climbing in with Layla. "I think I'm going to like going to school at Sky
High."

* * *

As Layla walked to the bus stop the next day she was surprised to see Will
standing there.

"Hi Will! What are you doing here?" Layla asked smiling and giving him a
hug. "I thought you weren't supposed to be back until next week."

"Well that was the plan, but then my parents were like 'We don't want you
missing a lot of school, because of Zarch. There will always be bad guys
with robot armies trying to take over the world.' So here I am. I know
yesterday was just the first day of school, but did anything exciting happen
yesterday while I was gone?"

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